Agreements

Cooperation Agreement between FAPESP and University of Warwick

COOPERATION AGREEMENT FOR RESEARCH BETWEEN SÃO PAULO RESEARCH FOUNDATION AND UNIVERSITY OF WARWICK

The São Paulo Research Foundation - FAPESP , established by Law nº 5.918, of October 18th, 1960, with headquarters at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP, enrolled in CNPJ/MF under nº 43.828.151/0001-45, herein represented according to article 11, “a” of Law nº 5.918, combined with its General Rule approved by Decree n° 40.132, of May 23, 1962, represented by its President, Prof. Dr. CELSO LAFER, in the exercise of the powers delegated by Act of the Governor of the State of São Paulo, published in the Official Gazette of the State, of July 30, 2013, hereinafter referred to as FAPESP, and the University of Warwick, UK hereinafter referred to as “Warwick”, who received its Royal Charter of Incorporation in 1965, and whose administrative offices are located at University House, Kirby Corner Road, Coventry CV4 8UW, England, represented by Mr. Andrew Smith, Finance Director, both hereinafter referred to as "Parties”:

CONSIDERING the importance of promoting cooperation in scientific and technological research between Warwick, United Kingdom and the State of Sao Paulo, Brazil, wishing to strengthen this cooperation on the basis of equality and mutual benefit;

CONSIDERING need to strengthen the links between the scientific communities of both countries and also to encourage new forms of collaboration between its research centers;

WISHING to promote initiatives collaboration in scientific research and technological development in priority areas of interest to both parties, fostering bilateral cooperation;

Agree as follow:

1. Purpose

Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from Warwick, UK and from the State of Sao Paulo, Brazil, through the funding of joint research projects.

2. Methods of Collaboration

The Parties will promote such collaboration, observing its international obligations and domestic laws and other existing regulations through mechanisms such as:

a) Implementation of joint research projects on issues of common concern, exchanging knowledge and results;

b) Organization of scientific and technological seminars, specialized workshops, symposia and other scientific meetings of mutual interest, to promote interaction between institutions and research groups relevant to both countries, with the goal of identifying future areas for cooperation;

c) Activities of scientific exchange that will help prepare the ground for the development of cooperative research projects between teams of São Paulo and WARWICK, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars.

3. Scientific Areas

The activities mentioned in Article 2 could be developed, in principle, in all areas of knowledge. Areas of interest can be specified by the Steering Committee, in the calls for research proposals.

4. Implementation

a) The Parties will establish one or more actions according to Article 2 and in accordance with the scientific relevance and the national legislation in each country of the Parties and their own budget availability.

b) The Parties will appoint (2) representatives one from each Party, which will form the Steering Committee responsible for the continuation of this Agreement and for drafting the call for proposals.

c) For the elaboration of the actions, the Parties may provide, by agreement, the most appropriate procedures including mechanisms such as: delegation meetings, workshops, correspondence and other procedures.

d) Each Party will receive and review the proposals according to its own criteria and rules and institutional approvals. After the revision of the proposals, the Parties will decide in a meeting which proposals will be supported.

e) The Parities may establish joint procedures for the submission and review of the proposals in case of mutual interest and the decision of the Steering Committee.

5. Funding

a) For each of the research projects that are approved, the University of Warwick will assume the funding of research teams from Warwick, UK and FAPESP of the research teams of Sao Paulo, Brazil, in all cases according to their national rules and regulations, budget availability and any other necessary approvals.

b) The Parties will contribute each one with up to £40k (forty thousand Pounds) for year for the 5 years to fund proposals with duration of up to 24 month, selected under this Agreement.

6. Intellectual Property

a) The Parties agree that when the actions taken by virtue of this Agreement, as shall be more fully described in a separate agreement to be agreed at the relevant time in relation to a specific collaboration result in products of commercial value and intellectual property rights, they will regulated by national legislation and international conventions in force.

b) The Parties recognize that the preferred outcome is that any Intellectual Property (IP) arising from a jointly-funded collaboration shall be owned according to the Intellectual Property Policy of each Party.

c) In case of a FAPESP funded projects, FAPESP and/or the São Paulo State Research Institution shall be owner or co-owner of the Intellectual Property, according to Brazilian law.

d) The Parties agree that the following principles shall inform the arrangements to be agreed by them on a case by case basis in relation to collaborations:

i) Each Party will retain access rights to use jointly developed IP for internal, academic research and for non-commercial purposes;

ii) Following agreement between the Parties as to which Party shall be responsible for protecting and exploiting the IP, revenue sharing arrangements should appropriately recognize each party for its relative contribution to the creation, development, protection and commercialization of the IP.

7. Term

a) This Agreement shall be valid for a period of 5 (five) years from the date of its signing and may be extended by mutual agreement between the Parties in a written amendment to this Agreement.

b) The Party may terminate this Agreement by written notice, with a period of 6 (six) months in advance.

c) The termination of this Agreement shall not bring harm to the implementation of projects and programs already approved or which had already started, in which case the Parties will be obliged to maintain their support and financial commitment as if the Agreement was not to be terminated.

8. Communications

Any notice to be served on either of the Parties by the other shall be made in writing and shall be sent to the following addresses:

This Agreement may be amended by mutual consent of the Parties and made official by Addenda.

10. Miscellaneous

a) Each Party covers its own administration costs regarding its contribution to the call, unless otherwise jointly decided.

b) This Agreement is subject to the availability of funds in the budget of the Parties and the applicable laws and regulations of their respective countries and for Warwick its Charter Statutes and Regulations.

c) The Parties shall maintain the highest ethical and legal standards in funding research under this Agreement.

d) The Parties agree that this Agreement is produced in good faith, so that any dispute and / or interpretation arising therefrom in relation to its implementation, execution and compliance will be resolved jointly by them and shall be in writing. If no agreement is reached between the Parties, this document will be terminated without liability to the Parties that should agree how to conclude the actions in progress to date of notification of termination by either party.

Signed in two original copies in English and two in Portuguese, both texts being equally authentic and with the same content.